Comtech Telecommunications Corp 8-K, filed Oct 14, 2026

Comtech Telecommunications Corp (CMTL)

8-K 2026-10-14 For: 2026-10-14

Added on October 14, 2026

About this 8-K

Comtech Telecommunications Corp filed this 8-K on October 14, 2026.

Comtech reported fiscal 2026 Adjusted EBITDA of $20.6 million, operating cash flow of $37.4 million and year-end liquidity of $61.3 million; it agreed to sell most of its S&S business to Gilat Satellite Networks Ltd for $157.5 million. AI summary

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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October 14, 2026						0-7928
Date of Report (Date of earliest event reported)						Commission File Number


Delaware						11-2139466
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)


			305 N 54th Street, Chandler, Arizona 85226
			(Address of Principal Executive Offices) (Zip Code)

			(480) 333-2200
			(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.10 per share	CMTL	Nasdaq Stock Market LLC


Exhibit Number			Description
99.1			Press Release, dated October 1 4 , 2026, reporting the financial results of the Company for its fiscal quarter and fiscal year ended July 31 , 2026 (furnished and not filed herewith solely pursuant to Item 2.02).
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)


	(Unaudited)			(Audited)
	Three months ended July 31,			Twelve months ended July 31,
	2026		2025	2026		2025
Net sales	$	66,232,000	75,332,000	$	249,613,000	300,871,000
Cost of sales	39,367,000		49,160,000	152,437,000		205,664,000
Gross profit	26,865,000		26,172,000	97,176,000		95,207,000

Expenses:
Selling, general and administrative	24,325,000		19,026,000	87,855,000		88,129,000
Research and development	2,784,000		3,066,000	11,577,000		11,725,000
Amortization of intangibles	3,567,000		3,789,000	14,763,000		15,154,000
Impairment of long-lived assets, including goodwill	—		—	—		5,304,000
CEO transition costs	66,000		1,045,000	1,162,000		2,117,000
Proxy solicitation costs	—		—	—		2,682,000
	30,742,000		26,926,000	115,357,000		125,111,000

Operating loss from continuing operations	(3,877,000)		(754,000)	(18,181,000)		(29,904,000)

Other expenses (income):
Interest expense	5,767,000		5,734,000	21,339,000		19,011,000
Interest (income) and other	471,000		179,000	3,000		(118,000)
Write-off of deferred financing costs and debt discounts	—		4,086,000	—		8,977,000
Change in fair value of warrants and derivatives	(12,326,000)		(23,048,000)	(22,089,000)		(38,498,000)


Income (loss) from continuing operations before income taxes	2,211,000		12,295,000	(17,434,000)		(19,276,000)
Provision for (benefit from) income taxes	82,000		1,936,000	847,000		(279,000)

Net income (loss) from continuing operations	2,129,000		10,359,000	(18,281,000)		(18,997,000)

Discontinued operations:
Loss from discontinued operations before income taxes	(5,211,000)		(3,830,000)	(16,807,000)		(136,106,000)
Provision for (benefit from) income taxes	120,000		(1,381,000)	1,081,000		199,000
Net loss from discontinued operations	(5,331,000)		(2,449,000)	(17,888,000)		(136,305,000)

Net (loss) income	(3,202,000)		7,910,000	(36,169,000)		(155,302,000)

Gain on extinguishment of convertible preferred stock	—		—	—		51,179,000

Adjustments to reflect redemption value of convertible preferred stock:
Dividends on convertible preferred stock, net	(11,525,000)		(19,472,000)	(32,763,000)		(100,128,000)


Net loss attributable to common stockholders	$	(14,727,000)	(11,562,000)	$	(68,932,000)	(204,251,000)

Net loss per common share:
Basic and diluted - continuing operations	$	(0.31)	(0.31)	$	(1.71)	(2.31)
Basic and diluted - discontinued operations	(0.18)		(0.08)	(0.60)		(4.64)
Basic and diluted	$	(0.49)	(0.39)	$	(2.31)	(6.95)

Weighted average number of common and common equivalent shares outstanding – basic and diluted	29,978,000		29,436,000	29,845,000		29,405,000


	July 31, 2026		July 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	34,978,000	35,371,000
Accounts receivable, net	67,803,000		87,176,000
Inventories, net	10,510,000		6,936,000
Prepaid expenses and other current assets	12,627,000		13,775,000
Current assets of discontinued operations held for sale	117,341,000		127,987,000
Total current assets	243,259,000		271,245,000
Property, plant and equipment, net	30,976,000		27,960,000
Operating lease right-of-use assets, net	9,914,000		9,527,000
Goodwill	176,126,000		176,126,000
Intangibles with finite lives, net	120,664,000		135,427,000
Deferred financing costs, net	1,454,000		1,908,000
Other assets, net	9,324,000		10,457,000
Non-current assets of discontinued operations held for sale	104,045,000		109,246,000
Total assets	$	695,762,000	741,896,000
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable	$	20,751,000	14,660,000
Accrued expenses and other current liabilities	47,362,000		41,076,000
Current portion of credit facility, net	76,609,000		4,050,000
Current portion of subordinated credit facility, net	44,408,000		—
Operating lease liabilities, current	3,210,000		3,426,000
Contract liabilities	43,758,000		41,955,000
Interest payable	283,000		15,000
Current liabilities of discontinued operations held for sale	54,190,000		53,067,000
Total current liabilities	290,571,000		158,249,000
Non-current portion of credit facility, net	21,400,000		114,414,000
Non-current portion of subordinated credit facility, net	62,920,000		95,588,000
Operating lease liabilities, non-current	9,423,000		8,907,000
Income taxes payable, non-current	1,444,000		1,611,000
Long-term contract liabilities	16,429,000		21,005,000
Warrant and derivative liabilities	4,481,000		17,849,000
Other liabilities	3,509,000		3,450,000
Non-current liabilities of discontinued operations held for sale	24,698,000		26,856,000
Total liabilities	434,875,000		447,929,000
Commitments and contingencies
Convertible preferred stock, par value $0.10 per share; authorized and issued 178,181 shares at July 31, 2026 (redemption value of $223,156,000, which includes accrued dividends of $1,661,000) and authorized and issued 178,181 shares at July 31, 2025 (redemption value of $204,153,000, which includes accrued dividends of $1,520,000)	221,983,000		189,545,000
Stockholders’ equity:
Preferred stock, par value $0.10 per share; authorized and unissued 1,821,819 shares at July 31, 2026 and 2025, respectively	—		—
Common stock, par value $0.10 per share; authorized 100,000,000 shares; issued 45,025,294 shares and 44,443,626 shares at July 31, 2026 and 2025, respectively	4,502,000		4,444,000
Additional paid-in capital	519,315,000		548,722,000
Accumulated deficit	(43,064,000)		(6,895,000)
	480,753,000		546,271,000
Less:
Treasury stock, at cost (15,033,317 shares at July 31, 2026 and 2025)	(441,849,000)		(441,849,000)
Total stockholders’ equity	38,904,000		104,422,000
Total liabilities, convertible preferred stock and stockholders’ equity	$	695,762,000	741,896,000


	July 31, 2026
	Three months ended						Twelve months ended
	Operating (Loss) Income from Continuing Operations		Net Loss from Continuing Operations Attributable to Common Stockholders		Net Loss from Continuing Operations Attributable to Common Stockholders per Diluted Common Share*		Operating (Loss) Income from Continuing Operations		Net Loss from Continuing Operations Attributable to Common Stockholders		Net Loss from Continuing Operations Attributable to Common Stockholders per Diluted Common Share*
Reconciliation of GAAP to Non-GAAP Earnings:
GAAP measures, as reported	$	(3,877,000)	$	(9,396,000)	$	(0.31)	$	(18,181,000)	$	(51,044,000)	$	(1.71)
Adjustments to reflect redemption value of convertible preferred stock	—		11,525,000		0.38		—		32,763,000		1.10
Change in fair value of warrants and derivatives	—		(12,326,000)		(0.41)		—		(22,089,000)		(0.74)

Amortization of intangibles	3,567,000		3,567,000		0.12		14,763,000		14,763,000		0.49
Amortization of stock-based compensation	1,023,000		1,023,000		0.04		3,121,000		3,121,000		0.11
Restructuring costs	5,747,000		5,747,000		0.19		9,984,000		9,984,000		0.33
CEO transition costs	66,000		66,000		—		1,162,000		1,162,000		0.04
Net discrete tax (benefit) expense	—		(213,000)		(0.01)		—		712,000		0.02
Non-GAAP measures	$	6,526,000	$	(7,000)	$	—	$	10,849,000	$	(10,628,000)	$	(0.36)


	July 31, 2025
	Three months ended						Twelve months ended
	Operating (Loss) Income from Continuing Operations		Net Loss from Continuing Operations Attributable to Common Stockholders		Net Loss from Continuing Operations Attributable to Common Stockholders per Diluted Common Share*		Operating (Loss) Income from Continuing Operations		Net Loss from Continuing Operations Attributable to Common Stockholders		Net Loss from Continuing Operations Attributable to Common Stockholders per Diluted Common Share*
Reconciliation of GAAP to Non-GAAP Earnings:
GAAP measures, as reported	$	(754,000)	$	(9,113,000)	$	(0.31)	$	(29,904,000)	$	(67,946,000)	$	(2.31)
Adjustments to reflect redemption value of convertible preferred stock	—		19,472,000		0.66		—		100,128,000		3.41
Change in fair value of warrants and derivatives	—		(23,048,000)		(0.78)		—		(38,498,000)		(1.31)
Gain on extinguishment of convertible preferred stock	—		—		—		—		(51,179,000)		(1.74)
Impairment of long-lived assets, including goodwill	—		—		—		5,304,000		5,304,000		0.18
Amortization of intangibles	3,789,000		3,523,000		0.12		15,154,000		14,393,000		0.49
Restructuring costs	564,000		529,000		0.02		10,016,000		9,629,000		0.33
Amortization of stock-based compensation	430,000		516,000		0.02		2,238,000		2,238,000		0.07
Proxy solicitation costs	—		—		—		2,682,000		2,545,000		0.09
CEO transition costs	1,045,000		972,000		0.03		2,117,000		2,009,000		0.07
Net discrete tax benefit	—		(146,000)		(0.01)		—		(476,000)		(0.02)
Non-GAAP measures	$	5,074,000	$	(7,295,000)	$	(0.25)	$	7,607,000	$	(21,853,000)	$	(0.74)


	Fiscal 2026
Reconciliation of Pro Forma GAAP Net Loss from Continuing Operations to Pro Forma Adjusted EBITDA(1)
Net loss from continuing operations	$	(15,000,000)
Provision for income taxes	1,000,000
Interest expense	21,000,000
Change in fair value of warrants and derivatives	(22,000,000)
Amortization of stock-based compensation	3,000,000
Amortization of intangibles	15,000,000
Depreciation	10,000,000
Restructuring costs	24,000,000
CEO transition costs	1,000,000
Pro Forma Adjusted EBITDA	$	38,000,000


FORM 8-K